UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) January 5, 2006
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Dynasil Corporation of America
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(Exact name of registrant as specified in its charter)
New Jersey 000-27503 22-1734088
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(State or other (Commission (IRSEmployer
jurisdiction of incorporation) File Number) Identification No.)
385 Cooper Road, West Berlin, New Jersey 08091
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(Address of principal executive offices) (ZIP
Code)
Registrant's telephone number, including area code: (856) 767-4600
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see
General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On January 5, 2006, Dynasil Corporation of America
("Registrant" or "Dynasil"), entered into two Business Loan
Agreements with Susquehanna Patriot Bank ("Susquehanna")
pursuant to which Dynasil (a) entered into a $449,345.58
principal amount term loan (the "term loan") and (b) a
$200,000.00 principal amount line of credit facility (the
"line of credit"). Proceeds of the term loan were used to
repay and refinance Dynasil's previous mortgage loan with
Premier Bank and proceeds of the line of credit will be used
for general corporate purposes. The two Business Loan
Agreements were entered into at arms-length between Dynasil
and Susquehanna on terms and conditions, including without
limitation, acceleration rights, events of default,
Susquehanna's rights and remedies and similar provisions
that Dynasil believes are customary for loans of this sort.
In connection with the execution and delivery of the
Business Loan Agreements, Dynasil also executed and
delivered to Susquehanna customary forms of promissory
notes, mortgages, security agreements and similar related
documents.
The term loan provides for repayment over a 10 year
period at a fixed annual interest rate of 7.25% for the
first 5 years, reset to a fixed annual interest rate of 300
basis points over the rate of United States Treasury
Securities at the time of reset, with principal amortization
over a 20 year period. The term loan is secured by (a) a
first mortgage on Dynasil's New Jersey real estate and (b) a
first lien on Dynasil's New Jersey operating assets.
The line of credit is repayable on demand and carries
an annual interest rate of one-half percent over the
reported prime commercial rate of interest. It is secured by
a second mortgage on Dynasil's New Jersey real estate and a
third lien on Dynasil's New Jersey operating assets.
Citizens Bank of Massachusetts ("Citizens") has lent
funds to Dynasil's wholly-owned subsidiary, Optometrics
Corporation ("Optometrics"). Dynasil has guaranteed those
loans and the guarantees are collateralized, in part, by the
stock of Optometrics and a second lien position on Dynasil's
New Jersey operating assets. Citizens has agreed to
subordinate its second lien position to permit the
Susquehanna loan facilities to be put into place.
Susquehanna has agreed to modify the standard terms and
conditions of its Business Loan Agreement form to take
account of and not conflict with the terms and provisions of
the Citizens loans to Optometrics, Dynasil's guarantees of
those loans and the dividend payment requirements of
Dynasil's outstanding shares of preferred stock.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth under Item 1.01 is
incorporated herein. By virtue of the transactions described
under Item 1.01, Dynasil's mortgage loan with Premier Bank
has been repaid and thereby terminated.
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Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth under Item 1.01 is
incorporated herein.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements And Exhibits.
EXHIBIT INDEX
(c) Exhibits
10.10 Business Loan Agreement dated January 5, 2006
between Dynasil Corporation of America and Susquehanna
Patriot Bank relating to $449,345.58 first mortgage loan.
10.11 Business Loan Agreement dated January 5, 2006
between Dynasil Corporation of America and Susquehanna
Patriot Bank relating to $200,000 line of credit.
10.12 Promissory Note dated January 5, 2006 between
Dynasil Corporation of America and Susquehanna Patriot Bank
relating to $449,345.58 first mortgage loan.
10.13 Promissory Note dated January 5, 2006 between
Dynasil Corporation of America and Susquehanna Patriot Bank
relating to $200,000 line of credit.
10.14 Letter dated January 6, 2006 between Dynasil
Corporation of America and Susquehanna Patriot Bank amending
the Business Loan Agreements to the extent necessary to take
account of certain other facts and circumstances.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
DYNASIL CORPORATION OF AMERICA
(Registrant)
Date: By /s/
Craig T. Dunham
President
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